| 2023-02-03 |
股东大会：
将于2023-02-28召开股东大会
会议内容 ▼▲
- 1.The Business Combination Proposal: to consider and vote upon a proposal to approve and adopt by ordinary resolution the transactions contemplated by the Business Combination Agreement, dated as of July 5, 2022 (as may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement,” and, the transactions contemplated thereby, collectively, the “Business Combination”), by and among HPX, Ambipar Emergency Response, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”), Ambipar Merger Sub, an exempted company incorporated with limited liability in the Cayman Islands (“Merger Sub”), Emergencia Participacoes S.A., a sociedade anonima organized under the laws of Brazil (“Emergencia”), and Ambipar Participacoes e Empreendimentos S.A., a sociedade anonima organized under the laws of Brazil (“Ambipar”), a copy of which is attached to the accompanying proxy statement prospectus as Annex A, pursuant to which, among other things, (i) HPX shall be merged with and into New PubCo, with New PubCo as the surviving entity and (ii) Merger Sub shall subsequently be merged with and into New PubCo, with New PubCo as the surviving entity (the “Business Combination Proposal”);
2.The Merger Proposals (First Plan of Merger): to consider and vote, by way of a special resolution, upon a proposal to (i) authorize HPX to merge with and into New PubCo, with New PubCo as the surviving entity, and that all the undertaking, property and liabilities of HPX vest in New PubCo by virtue of such merger pursuant to the Companies Act (As Revised) of the Cayman Islands (the “First Plan of Merger”); (ii) authorize, approve and confirm, in all respects, the First Plan of Merger, a copy of which is attached to the accompanying proxy statement prospectus as Annex B, and authorize HPX entering into the First Plan of Merger; and (iii) upon the Effective Date (as defined in the First Plan of Merger), (a) approve that the memorandum and articles of association of New PubCo in effect as of the date of the accompanying proxy statement prospectus be amended and restated by their deletion in their entirety and replacement with, and the adoption of, the amended and restated memorandum and articles of association annexed to the First Plan of Merger, (b) approve that the authorized share capital of New PubCo be amended and re-designated as set forth in the First Plan of Merger, (c) approve that the First Plan of Merger be executed by any director on behalf of HPX, and authorize to submit the First Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands, and (d) confirm, ratify and approve in all respects all actions taken and documents or agreements executed, signed or delivered by any director or officer of HPX in connection with or ancillary to all such contemplated transactions (collectively, the “First Plan of Merger Proposal”);
3.The Merger Proposals (Second Plan of Merger):to consider and vote, by way of a special resolution, upon a proposal to (i) authorize the merger of Merger Sub with and into New PubCo, with New PubCo as the surviving entity, and that all the undertaking, property and liabilities of Merger Sub vest in New PubCo by virtue of such merger pursuant to the Companies Act (As Revised) of the Cayman Islands (the “Second Plan of Merger” and, together with the First Plan of Merger, the “Plans of Merger”); (ii) authorize, approve and confirm, in all respects,the Second Plan of Merger, a copy of which is attached to the accompanying proxy statement prospectus as Annex C, and authorize New PubCo entering into the Second Plan of Merger; and (iii) upon the Effective Date (as defined in the Second Plan of Merger), (a) approve the authorized share capital of New PubCo as set forth in the Second Plan of Merger, (b) approve that the Second Plan of Merger be executed by any director on behalf of New PubCo, and authorize to submit the Second Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands, and (c) confirm, ratify and approve in all respects all actions taken and documents or agreements executed, signed or delivered by any director or officer of New PubCo in connection with or ancillary to all such contemplated transactions (collectively, the “Second Plan of Merger Proposal” and, together with the First Plan of Merger Proposal, the “Merger Proposals”);
4.The Governing Documents Proposals (Change in Authorized Share Capital): to consider and vote, by way of ordinary resolution, upon a proposal to approve the principal differences between the existing amended and restated memorandum and articles of association of HPX (collectively, the “Existing Governing Documents”) and the amended and restated memorandum and articles of association of New PubCo to be adopted pursuant to the First Plan of Merger (collectively, the “Proposed Governing Documents”), a copy of which is attached to the accompanying proxy statement prospectus as Annex D, in particular that the authorized share capital of HPX be changed and amended from (i) 500,000,000 Class A ordinary shares, $0.0001 par value each, 50,000,000 Class B ordinary shares, $0.0001 par value each, and 5,000,000 undesignated preference shares, $0.0001 par value each, to (ii) (a) 250,000,000 New PubCo Class A ordinary shares, par value $0.0001 per Class A ordinary share, (b) 150,000,000 New PubCo Class B ordinary shares, par value $0.0001 per Class B ordinary share, and (c) 100,000,000 shares of such class or classes (howsoever designated) and having the rights as the board of directors of New PubCo may determine from time to time in accordance with the Proposed Governing Documents (the “Change in Authorized Share Capital Proposal”);
5.The Governing Documents Proposals (Method to Appoint and Elect Directors): to consider and vote, by way of ordinary resolution, upon a proposal to approve the principal differences between the Existing Governing Documents and the Proposed Governing Documents, a copy of which is attached to the accompanying proxy statement prospectus as Annex D, in particular with respect to the method of appointment and election of directors to the board of directors of New PubCo (the “Method to Appoint and Elect Directors Proposal”);
6.The Governing Documents Proposals (Other Changes in Connection with the Adoption of the Proposed Governing Documents): to consider and vote, by way of ordinary resolution, upon a proposal to approve the principal differences between the Existing Governing Documents and the Proposed Governing Documents, a copy of which is attached to the accompanying proxy statement prospectus as Annex D, in particular with respect to the changes in connection with the adoption of the Proposed Governing Documents other than those being considered and voted under the Change in Authorized Share Capital Proposal and the Method to Appoint and Elect Directors Proposal (the “Other Changes to the Governing Documents Proposal” and, together with the Change in Authorized Share Capital Proposal and the Method to Appoint and Elect Directors Proposal, the “Governing Documents Proposals”);
7.The Adjournment Proposal: to consider and vote upon a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement prospectus is provided to HPX shareholders, (ii) in order to solicit additional proxies from HPX shareholders in favor of one or more of the proposals at the extraordinary general meeting, or (iii) if HPX shareholders redeem an amount of the public shares such that the condition to consummation of the Business Combination that the aggregate cash in the trust account (after deducting any amounts to be paid to HPX shareholders that exercise their redemption rights in connection with the Business Combination), together with the net proceeds received by New PubCo in cash or in kind from the issuance and sale of an aggregate of 16,200,000 New PubCo Ordinary Shares pursuant to the subscription agreements with Ambipar and certain investors, equal no less than $168,000,000 (without considering any payment of Business Combination related transaction expenses) would not be satisfied (the “Adjournment Proposal”).
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| 2022-10-11 |
股东大会：
将于2022-11-03召开股东大会
会议内容 ▼▲
- 1.A proposal to amend the Company’s amended and restated memorandum and articles of association (the “Articles”) pursuant to an amendment to the Articles in the form set forth in Annex A to the accompanying Proxy Statement (the “Extension Amendment” and, such proposal, the “Extension Amendment Proposal”) to extend the date by which the Company must (1) consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “business combination”), (2) cease its operations except for the purpose of winding up if it fails to complete such business combination, and (3) redeem all of the Company’s Class A ordinary shares included as part of the units sold in the Company’s initial public offering that was consummated on July 20, 2020 (the “IPO”), from November 20, 2022 to March 31, 2023 (the “Extension” and, such date, the “Extended Date”);
2.A proposal to amend the Investment Management Trust Agreement, dated July 15, 2020, as amended on July 14, 2022 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“Continental”), pursuant to an amendment to the Trust Agreement in the form set forth in Annex B to the accompanying Proxy Statement, to extend the date on which Continental must liquidate the Trust Account (the “Trust Account”) established in connection with the IPO if the Company has not completed its initial business combination, from November 20, 2022 to March 31, 2023 (the “Trust Amendment” and, such proposal, the “Trust Amendment Proposal”);
3.A proposal to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal or the Trust Amendment Proposal (the “Adjournment Proposal”). The Adjournment Proposal will only be presented at the Extraordinary General Meeting if there are not sufficient votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal.
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| 2022-07-01 |
股东大会：
将于2022-07-14召开股东大会
会议内容 ▼▲
- 1.A proposal to amend the Company’s amended and restated memorandum and articles of association (the “Articles”) pursuant to an amendment to the Articles in the form set forth in Annex A to the accompanying Proxy Statement (the “Extension Amendment” and, such proposal, the “Extension Amendment Proposal”) to extend the date by which the Company must (1) consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “business combination”), (2) cease its operations except for the purpose of winding up if it fails to complete such business combination, and (3) redeem all of the Company’s Class A ordinary shares included as part of the units sold in the Company’s initial public offering that was consummated on July 20, 2020 (the “IPO”), from July 20, 2022 to November 20, 2022 (the “Extension” and, such date, the “Extended Date”);
2.A proposal to amend the Investment Management Trust Agreement (the “Trust Agreement”), dated July 15, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“Continental”), pursuant to an amendment to the Trust Agreement in the form set forth in Annex B to the accompanying Proxy Statement, to extend the date on which Continental must liquidate the Trust Account (the “Trust Account”) established in connection with the IPO if the Company has not completed its initial business combination, from July 20, 2022 to November 20, 2022 (the “Trust Amendment” and, such proposal, the “Trust Amendment Proposal”);
3.A proposal to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal or the Trust Amendment Proposal (the “Adjournment Proposal”). The Adjournment Proposal will only be presented at the Extraordinary General Meeting if there are not sufficient votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal.
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